Voluntary LLC Dissolution and Cancellation Requirements in Georgia

At a glance

Requirements one by one

Modern Georgia LLCs follow the agreement or all-member default

For an LLC formed on or after July 1, 1999, O.C.G.A. § 14-11-602(b) recognizes a time or event in the articles or written operating agreement. Otherwise, all members approve, subject to a contrary provision in those documents. The same section dissolves the LLC 90 days after the last member dissociates unless the articles or written agreement provide otherwise.

LLCs formed before July 1, 1999 have a different dissociation rule under § 14-11-602(a), so an older entity should not use the modern last-member clause without checking its formation date.

The dissolution can be undone before termination

Section 14-11-602(c)-(d) permits a qualifying continuation before the Certificate of Termination is filed. The company can amend its articles or operating agreement so the event no longer causes dissolution, or all members and any other person holding dissolution power can decide to continue.

The statute makes that amendment or action effective back to the dissolution event to the extent needed to prevent dissolution and winding up.

Annual registrations must be current

Ga. Comp. R. & Regs. 590-7-23-.01 requires compliance with annual-registration rules before either a Statement of Commencement of Winding Up or Certificate of Termination is filed. A termination filed from January 1 through April 1 generally requires that calendar year's registration and fee, unless the LLC is terminating in the same calendar year it formed.

Form CD 415 contains no Department of Revenue tax-clearance attachment. The annual-registration gate and any separate tax closing should not be collapsed into a termination-specific tax certificate.

Existing management ordinarily winds up

Under § 14-11-604, the members or managers who held management authority before dissolution wind up unless the articles or written operating agreement provide otherwise. If none remain, persons entitled to receive a majority of later distributions designate the wind-up actor.

Authority generally ends except for winding up or completing unfinished transactions. Before a commencement statement is filed, however, the LLC may still be bound to a person who lacks knowledge of dissolution on a transaction that would previously have bound it.

Claim safe harbors require the commencement filing

O.C.G.A. § 14-11-606 makes the Statement of Commencement of Winding Up optional. It states the LLC's name and that dissolution and winding up have begun. Filing it is the gateway to the safe harbors in §§ 14-11-607 and 14-11-608.

For a known claim, the mailed notice must allow at least six months. The LLC then promises to accept or reject timely claims within six months after the claim deadline. A rejected claimant has one year after the rejection notice to sue.

Publication has two different outside periods

Under § 14-11-609, the request runs once a week for two consecutive weeks, starting within ten days after the newspaper receives it. It goes to the county's official organ or a qualifying general-circulation newspaper and is accompanied by the statutory $40 publication cost.

Section 14-11-608 generally requires an enforcement action within two years after publication. For a contingent claim or one based on a later event, the deadline is the later of two years after the Certificate of Termination or five years after the second publication.

Liabilities precede member distributions

O.C.G.A. § 14-11-605 requires the LLC to discharge liabilities, make provision for them, or dispose of them through the statutory claims procedures before distributing the remainder under the articles or written operating agreement.

An unresolved claim can reach undistributed LLC assets or a member who received a wind-up distribution, capped at the amount distributed to that member.

The termination certificate comes after liability review

O.C.G.A. § 14-11-610 allows a Certificate of Termination when the company can truthfully state that known debts, liabilities, and obligations have been paid, discharged, barred, or adequately provided for, and that no court actions are pending or adequate provision exists for a resulting judgment, order, or decree.

Current Form CD 415 may be signed by a member, manager, organizer if no members or managers exist, court-appointed fiduciary, or attorney-in-fact. The form is optional; a filer may draft a compliant certificate directly under the statute.

Online termination is free

Form CD 415 states that online filing has no fee or service charge. Paper filing has a $10 service charge. A later effective date and time may be selected, but the date cannot be more than 90 days after filing.

After termination, § 14-11-611 lets a person who had wind-up authority sign deeds or other instruments still requiring execution. The claim periods in § 14-11-608 also continue to operate after the certificate is filed.

What trips people up

The Statement of Commencement of Winding Up and the Certificate of Termination are different filings. The first is optional but necessary to use the statutory known- and unknown-claim procedures. The second follows the liability and pending-action review.

The publication procedure does not use one universal deadline. Ordinary claims use the two-year publication bar, while contingent and later-event claims use the later of a two-year post-termination period or five years after the second publication.

Common questions

Must every member consent?

That is the default for a modern LLC, but the articles or written operating agreement may provide otherwise or state a separate time or event that causes dissolution.

Is creditor notice mandatory?

No. The commencement statement and claims safe harbors are optional. The LLC still must address liabilities before distributing assets or truthfully filing the termination certificate.

Is a Georgia tax-clearance certificate required?

Form CD 415 does not require one. The Secretary of State's rule does require annual registrations and related fees to be current before termination.

Can a terminated LLC sign a later deed?

Yes. Section 14-11-611 authorizes a person who had winding-up authority to sign a deed or other instrument needed after the Certificate of Termination.

Statutes and sources

• O.C.G.A. §§ 14-11-602 and 14-11-604 to -611 — dissolution, continuation, winding up, claims, termination, and later instruments. Current official public-domain Title 14, accessed July 28, 2026.
• Georgia Secretary of State, Rule 590-7-23-.01 and Form CD 415, accessed July 28, 2026.